Exhibit 14(10)(H)

                  GENERAL CIGAR HOLDINGS, INC. 1997 STOCK PLAN

ARTICLE A - Purpose.

      The purpose of the General Cigar Holdings, Inc. 1997 Stock Plan
(hereinafter referred to as the "Plan") is to provide incentives to those
employees of General Cigar Holdings, Inc. (hereinafter referred to as the
"Corporation") and its subsidiaries who are largely responsible for the
long-term success and development of the Corporation and its subsidiaries, to
strengthen the alignment of interests between employees and the Corporation's
shareholders through the increased ownership of shares of the Corporation's
Class A Common Stock ("Common Stock"), and to encourage those employees to
remain in the employ of the Corporation and its subsidiaries. This will be
accomplished through the granting to employees of options to purchase shares of
the Common Stock of the Corporation, payment of a portion of the employees'
remuneration in shares of the Common Stock, and the granting to them by the
Corporation of deferred awards related to the increase in the price of the
Common Stock of the Corporation as provided by the terms and conditions set
forth in the Plan.

ARTICLE B - Administration.

      1. The Plan shall be administered by the Compensation Committee
(hereinafter referred to as the "Committee") of the Board of Directors of the
Corporation (hereinafter referred to as the "Board"), or such other committee as
may be designated by the Board. The Committee shall consist of not less than two
(2) members of the Board to be appointed by the Board from time to time and to
serve at the discretion of the Board, each of whom is both (i) a "non-employee
director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, or any successor rule or definition adopted by the Securities and
Exchange Commission and (ii) an "outside director" for purposes of Section
162(m) of the Internal Revenue Code of 1986, as amended.

      2. It shall be the duty of the Committee to administer this Plan in
accordance with its provisions and to make such recommendations of amendments or
otherwise as it deems necessary or appropriate. A decision by a majority of the
Committee shall govern all actions of the Committee.

      3. Subject to the express provisions of this Plan, the Committee shall
have authority: to grant nonstatutory and incentive stock options; to grant to
recipients stock appreciation rights either freestanding, in tandem with
simultaneously granted stock options, or in parallel with simultaneously granted
stock options; to award a portion of a recipient's remuneration in shares of
Common Stock of the Corporation subject to such conditions or restrictions, if
any, as the Committee may determine; to determine in accordance with the terms
of this Plan all the terms and provisions of the respective stock option, stock
appreciation right, and stock award agreements including setting the date when
each stock option or stock appreciation right or part thereof may be exercised
and determining the conditions and restrictions, if any, of any shares of Common
Stock acquired through the exercise of any stock option; and to make all other
determinations it deems necessary or advisable for administering this Plan.

      4. The Committee may establish from time to time such regulations,
provisions, and procedures within the terms of this Plan as, in its opinion, may
be advisable in the administration of this Plan.


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      5. The Committee may designate the Secretary of the Corporation or other
employees of the Corporation to assist the Committee in the administration of
this Plan and may grant authority to such persons to execute documents on behalf
of the Committee.

      6. Members of the Committee may participate in any Stock Option Plan for
Non-employee Directors that the Corporation may hereafter establish.

ARTICLE C - Participation.

      The Committee shall select those employees of the Corporation and its
subsidiaries, who, in the opinion of the Committee, have demonstrated a capacity
for contributing in a substantial manner to the success of such companies and
shall determine the number of shares of the Common Stock of the Corporation to
be transferred under this Plan subject to such conditions or restrictions as the
Committee may determine and the number of shares with respect to which stock
options or stock appreciation rights will be granted. The Committee may consult
with the Chief Executive Officer of the Corporation, but nevertheless the
Committee has the full authority to act, and the Committee's actions shall be
final.

ARTICLE D - Limitation on Number of Shares for the Plan.

      1. Unless otherwise authorized by the shareholders, the maximum aggregate
number of shares of Common Stock available for award under this Plan is

            (a) 3,300,000 reduced by

            (b) the number of shares of Common Stock into which shares of the
      par value $1.00 common stock of Culbro Corporation previously granted and
      outstanding under

                  (i) the Culbro Corporation 1991 Employees Incentive Stock
            Option Plan,

                  (ii) the Culbro Corporation 1992 Stock Plan,

                  (iii) the Culbro Corporation 1996 Stock Plan,

                  (iv) the 1993 Stock Option Plan for Non-Employee Directors of
            Culbro Corporation, and

                  (v) the 1996 Stock Option Plan for Non-Employee Directors of
            Culbro Corporation,

      (taking into account any adjustment in the number of shares of Culbro
      common stock subject to option under the Culbro option plans listed above
      made in connection with the distribution of all outstanding shares of
      Culbro Land Resources, Inc. common stock to the holders of Culbro common
      stock) as are redenominated as options granted with respect to Common
      Stock hereunder upon the merger of Culbro Corporation into General Cigar
      Holdings, Inc.


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The maximum number of shares available for award to any "covered employee"
(determined as of the date of award) in any calendar year shall be 200,000.

      2. Any of the authorized shares may be used in respect of any of the types
of awards described in this Plan.

      3. Any authorized shares not used in a calendar year shall be available
for awards under this Plan in succeeding calendar years.

ARTICLE E - Shares Subject to Use Under the Plan.

      1. The shares to be delivered by the Corporation upon exercise of stock
options or stock appreciation rights shall be either authorized but unissued
shares or treasury shares, as determined by the Board.

      2. For the purposes of this Plan, restricted or unrestricted stock awarded
under the terms of this Plan shall be authorized but unissued shares, treasury
shares, or shares acquired for use under the Plan by the Corporation, as
determined by the Board.

ARTICLE F - Stock Options and Stock Appreciation Rights.

      1. In addition to such other conditions as may be established by the
Committee, in consideration of the granting of stock options or stock
appreciation rights under the terms of this Plan, the recipient agrees as
follows:

      (a)   The right to exercise any stock option or stock appreciation right
            shall be conditional upon certification by the recipient at time of
            exercise that the recipient intends to remain in the employ of the
            Corporation or one of its subsidiaries (except in cases of
            retirement or disability) for at least one (1) year following the
            date of the exercise of the stock option or stock appreciation
            right, and,

      (b)   In order to better protect the goodwill of the Corporation and its
            subsidiaries and to prevent the disclosure of the Corporation's or
            its subsidiaries' trade secrets and confidential information and
            thereby help insure the long-term success of the business, the
            recipient, without prior written consent of the Corporation, will
            not engage in any activity or provide any services, whether as a
            director, manager, supervisor, employee, adviser, consultant or
            otherwise, for a period of three (3) years following the date of the
            granting of a stock option or a stock appreciation right in
            connection with the manufacture, development, advertising,
            promotion, or sale of any product which is the same as or similar to
            or competitive with any products of the Corporation or its
            subsidiaries (including both existing products as well as products
            known to the recipient, as a consequence of the recipient's
            employment with the Corporation or one of its subsidiaries, to be in
            development):

            (1)   with respect to which the recipient's work has been directly
                  concerned at any time during the two (2) years preceding
                  termination of employment with the Corporation or one of its
                  subsidiaries; or


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            (2)   with respect to which during that period of time the
                  recipient, as a consequence of the recipient's job performance
                  and duties, acquired knowledge of trade secrets or other
                  confidential information of the Corporation or its
                  subsidiaries.

                  For purposes of this section, it shall be conclusively
                  presumed that recipients have knowledge of information they
                  were directly exposed to through actual receipt or review of
                  memos or documents containing such information, or through
                  actual attendance at meetings at which such information was
                  discussed or disclosed.

      (c)   The provisions of this Article are not in lieu of, but are in
            addition to the continuing obligation of the recipient (which
            recipient hereby acknowledges) to not use or disclose the
            Corporation's or its subsidiaries' trade secrets and confidential
            information.

      (d)   By acceptance of any offered stock option or stock appreciation
            rights granted under the terms of this Plan, the recipient
            acknowledges that if the recipient were, without authority, to use
            or disclose the Corporation's or any of its subsidiaries' trade
            secrets or confidential information or threaten to do so, the
            Corporation or one of its subsidiaries would be entitled to
            injunctive and other appropriate relief to prevent the recipient
            from doing so. The recipient acknowledges that the harm caused to
            the Corporation by the breach or anticipated breach of this Article
            is by its nature irreparable because, among other things, it is not
            readily susceptible of proof as to the monetary harm that would
            ensue. The recipient consents that any interim or final equitable
            relief entered by a court of competent jurisdiction shall, at the
            request of the Corporation or one of its subsidiaries, be entered on
            consent and enforced by any court having jurisdiction over the
            recipient, without prejudice to any rights either party may have to
            appeal from the proceedings which resulted in any grant of such
            relief.

      (e)   If any of the provisions contained in this Article shall for any
            reason, whether by application of existing law or law which may
            develop after the recipient's acceptance of an offer of the granting
            of stock appreciation rights or stock options, be determined by a
            court of competent jurisdiction to be overly broad as to scope of
            activity, duration, or territory, the recipient agrees to join the
            Corporation or any of its subsidiaries in requesting such court to
            construe such provision by limiting or reducing it so as to be
            enforceable to the extent compatible with then applicable law. If
            any one or more of the terms, provisions, covenants, or restrictions
            of this Article shall be determined by a court of competent
            jurisdiction to be invalid, void or unenforceable, then the
            remainder of the terms, provisions, covenants, and restrictions of
            this Article shall remain in full force and effect and shall in no
            way be affected, impaired, or invalidated.

      2. The fact that an employee has been granted a stock option or a stock
appreciation right under this Plan shall not limit the right of the Corporation
or any of its subsidiaries to terminate the recipient's employment at any time
and shall have no effect upon the Corporation's or any of its subsidiaries'
status as an employer-at-will. The Committee is authorized to suspend or
terminate any outstanding stock option or stock appreciation right prior to or
after termination of employment if the Committee determines the recipient has
acted significantly contrary to the best interests of the Corporation.


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      3. More than one stock option or stock appreciation right may be granted
to any employee under this Plan.

      4. To the extent that the aggregate fair market value (determined as of
the time a stock option is granted) of the shares with respect to which
incentive stock options are exercisable for the first time by any employee
during any calendar year (under the Plan and any other plans of the Corporation
and its subsidiaries) exceeds $100,000, such options shall be treated as
nonqualified options to the extent of such excess.

      5. If the Committee grants incentive stock options, all such stock options
shall contain such provisions as permit them to qualify as "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended and as may be further amended from time to time.

      6. With respect to stock options granted in tandem with or parallel to
stock appreciation rights, the exercise of either such stock options or such
stock appreciation rights will result in the simultaneous cancellation of the
same number of tandem or parallel stock appreciation rights or stock options, as
the case may be.

      7. The exercise price for all stock options and stock appreciation rights
shall be established by the Committee at the time of their grant and shall be
not less than one hundred percent (100%) of the fair market value of the Common
Stock of the Corporation on the date of grant; provided, that with respect to
options granted in connection with the public offering occurring on or about
February 27, 1997, such fair market value shall be the price to the public of
the shares of Common Stock so offered.

ARTICLE G - Exercise of Stock Options and Stock Appreciation Rights.

      1. All stock options and stock appreciation rights granted hereunder shall
have a maximum life of no more than ten (10) years from the date of grant.

      2. No stock options or stock appreciation rights shall be exercisable
within one (1) year from their date of grant, except in the case of the death of
the recipient.

      3. During the lifetime of the recipient, stock options and stock
appreciation rights may be exercised only by the recipient personally, or, in
the event of the legal incompetence of the recipient, by the recipient's duly
appointed legal guardian.

      4. Unless earlier terminated in accordance with their terms, stock options
and stock appreciation rights shall terminate ninety days after any of the
following:

      (a)   voluntary termination of employment by the employee, with or without
            the consent of the Corporation, or

      (b)   termination of employment by the Corporation or any of its
            subsidiaries, with or without cause,or

      (c)   termination of employment because of disability, retirement, or
            because the employing subsidiary ceased to be a subsidiary of the
            Corporation and the employee does not, prior thereto or
            contemporaneously therewith, become an employee of the Corporation
            or of another subsidiary;


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provided, that with regard to terminations of employment pursuant to clause (b),
stock options and stock appreciation rights shall terminate as of the date of
such discharge if prior to such termination the Board of Directors or the
Committee in its discretion shall determine that it is not in the best interests
of the Corporation that the stock options or stock appreciation rights should
continue for said ninety-day period.

      5. In the case of the death of a recipient of stock options or stock
appreciation rights while an employee of the Corporation or any of its
subsidiaries, the persons to whom the stock options or stock appreciation rights
have been transferred by will or the laws of descent and distribution shall have
the privilege of exercising remaining stock options, stock appreciation rights
or parts thereof, whether or not exercisable on the date of death of such
employee, at any time within one year following the death of such employee, but
in no event after the expiration date of the stock options or stock appreciation
rights.

      6. When an employee retires in accordance with the provisions of any
appropriate profit sharing or retirement plan of the Corporation or any of its
subsidiaries, any exercisable portions of stock options or stock appreciation
rights then held by the employee shall continue to be exercisable until the
expiration date of the stock option or stock appreciation right. Termination of
employment under the permanent disability provision of any such plan shall be
deemed the same as retirement for purposes of this section. The death of any
employee subsequent to retirement shall not render exercisable stock options or
stock appreciation rights which were unexercisable at the time of retirement.
The persons to whom the exercisable stock options or stock appreciation rights
have been transferred by will or the laws of descent and distribution shall have
the privilege of exercising such remaining stock options, stock appreciation
rights or parts thereof, at any time prior to the expiration date of the stock
options or stock appreciation rights.

      7. Stock options and stock appreciation rights are not transferable other
than by will or by the laws of descent and distribution. For the purpose of
exercising stock options or stock appreciation rights after the death of the
recipient, the duly appointed executors and administrators of the estate of the
deceased recipient shall have the same rights with respect to the stock options
and stock appreciation rights as legatees or distributees would have after
distribution to them from the recipient's estate.

      8. Upon the exercise of stock appreciation rights, the recipient shall be
entitled to receive a redemption differential for each such stock appreciation
right which shall be the difference between the then fair market value of one
share of the Common Stock of the Corporation and the exercise price of one stock
appreciation right then being exercised. As determined by the Committee, the
redemption differential may be paid in cash, Common Stock of the Corporation to
be valued at its fair market value on the date of exercise, or any other mode of
payment deemed appropriate by the Committee or any combination thereof The
number of shares with respect to which stock appreciation rights are being
exercised shall not be available for granting future stock options or stock
appreciation rights under this Plan.

      9. The Committee may, in its sole discretion, permit a stock option which
is being exercised either (a) by an optionee whose retirement is imminent or who
has retired or (b) after the death of the optionee, to be surrendered, in lieu
of exercise, for an amount equal to the difference between the stock option
exercise price and the fair market value of shares of the Common Stock of the
Corporation on the day the stock option is surrendered, payment to be made in
shares of the Corporation's Common Stock


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which are subject to this Plan valued at their fair market value on such date,
cash, or a combination thereof, in such proportion and upon such terms and
conditions as shall be determined by the Committee. The difference between the
number of shares subject to stock options so surrendered and the number of
shares, if any, issued upon such surrender shall represent shares which shall
not be available for granting future stock options under this Plan.

      10. Time spent on leave of absence shall be considered as employment for
the purposes of this Plan. Leave of absence means any period of time away from
work granted to any employee because of illness, injury, or other reasons
satisfactory to the Corporation or any of its subsidiaries.

      11. The Corporation reserves the right from time to time to suspend the
exercise of any stock option or stock appreciation right where such suspension
is deemed by it necessary or appropriate for corporate purposes. No such
suspension shall extend the life of the stock option or stock appreciation right
beyond its expiration date and in no event will there be a suspension in the
five (5) calendar days immediately preceding the expiration date.

ARTICLE H - Payment for Stock Options.

      Upon the exercise of a stock option, payment in full of the exercise price
shall be made by the optionee. As determined by the Committee, the stock option
exercise price may be paid for by the, optionee either in cash, shares of the
Common Stock of the Corporation to be valued at their fair market value on the
date of exercise, or a combination thereof, provided that shares of Common Stock
of the Corporation issuable to the optionee upon exercise of the option may be
used to satisfy the exercise price of such exercise, in the case of persons
subject to Section 16 of the Securities Exchange Act of 1934, only (i) during
the period beginning on the third business day following the date of release of
the quarterly or annual summary statement of sales and earnings of the
Corporation and ending on the twelfth business day following such date or (ii)
pursuant to an irrevocable written election by the optionee to so use such
shares of Common Stock of the Corporation made at least six months prior to the
payment of such exercise price.

ARTICLE I - Transfer of Shares.

      1. The Committee may transfer Common Stock of the Corporation under the
Plan subject to such conditions or restrictions, if any, as the Committee may
determine. The conditions and restrictions may vary from time to time and with
respect to particular employees or group of employees and may be set forth in
agreements between the Corporation and the employee or in the awards of stock to
them, all as the Committee determines. It is contemplated that the conditions
and restrictions established by the Committee will be consistent with the
objectives of this Plan and may be of the following types. In giving these
examples, it is not intended to restrict the Committee's authority to impose
other restrictions or conditions, or to waive restrictions or conditions under
circumstances deemed by the Committee to be appropriate and not contrary to the
best interests of the Corporation.


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      (a)   Restrictions

            The employee will not be able to sell, pledge, or dispose of the
            shares during a specified period except in accordance with the
            agreement or award. Such restrictions will lapse either after a
            period of, for example, five years, or in fifteen or fewer annual
            installments following retirement or termination of employment, as
            the Committee from time to time may determine. However, upon the
            transfer of shares subject to restrictions, an employee will have
            all incidents of ownership in the shares, including the right to
            dividends (unless otherwise restricted by the Committee), to vote
            the shares, and to make gifts of them to family members (still
            subject to the restrictions).

      (b)   Lapse of Restrictions

            In order to have the restrictions lapse, an employee may be required
            to continue in the employ of the Corporation or a subsidiary for a
            prescribed period of time. Exemption from this requirement may be
            prescribed in the case of death, disability, or retirement, or as
            otherwise prescribed by the Committee. In addition, an employee may
            be required, following termination of employment other than by
            retirement or disability, to render limited consulting and advisory
            services and to refrain from conduct deemed contrary to the best
            interests of the Corporation.

ARTICLE J - Adjustments.

      The amount of shares authorized to be issued under this Plan will be
subject to appropriate adjustments in their numbers in the event of future stock
splits, stock dividends, or other changes in capitalization of the Corporation
occurring after the date of approval of this Plan by the Corporation's
shareholders to prevent the dilution or enlargement of rights under this Plan;
following any such change, the term "Common Stock" shall be deemed to refer to
such class of shares or other securities as may be applicable. The number of
shares and exercise prices covered by outstanding stock options and stock
appreciation rights shall be adjusted to give effect to any such stock splits,
stock dividends, or other changes in the capitalization.

ARTICLE K - Additional Provisions.

      The Board may, at any time, repeal this Plan or may amend it from time to
time except that no such amendment may amend this paragraph, increase the
aggregate number of shares subject to this Plan, reduce the price at which stock
options or stock appreciation rights may be exercised, or surrendered or alter
the class of employees eligible to receive stock options. The recipient of
awards under this Plan and the Corporation shall be bound by any such amendments
as of their effective dates, but if any outstanding stock options or stock
appreciation rights are affected, notice thereof shall be given to the holders
of such stock options and stock appreciation rights and such amendments shall
not be applicable to such holder without his or her written consent. If this
Plan is repealed in its entirety, all theretofore granted unexercised stock
options or stock appreciation rights shall continue to be exercisable in
accordance with their terms and shares subject to conditions or restrictions
transferred pursuant to this Plan shall continue to be subject to such
conditions or restrictions.


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ARTICLE L - Consent.

      Every recipient of a stock option, stock appreciation right, or transfer
of shares pursuant to this Plan shall be bound by the terms and provisions of
this Plan and of the stock option, stock appreciation right, or transfer of
shares agreement referable thereto, and the acceptance of any stock option,
stock appreciation right, or transfer of shares pursuant to this Plan shall
constitute a binding agreement between the recipient and the Corporation and its
subsidiaries and any successors in interest to any of them.

ARTICLE M - Duration of Plan.

      This Plan will terminate after the earlier of (i) the expiration of ten
(10) years from the date this Plan is adopted by the Board, or (ii) the
expiration of ten years from the date this Plan is approved by the Corporation's
shareholders, unless a different termination date is fixed by the shareholders
or by action of the Board of Directors; provided, however, that no such
termination shall affect the prior rights under this Plan of the Corporation (or
any subsidiary) or of anyone to whom stock options or stock appreciation rights
were granted prior thereto or to whom shares have been transferred prior to such
termination.

ARTICLE N - Compliance With Rule 16b-3.

      It is the intention of the Corporation that the Plan comply in all
respects with Rule 16b-3 promulgated under Section 16(b) of the Securities
Exchange Act of 1934, as amended. Therefore, if any Plan provision is later
found not to be in compliance with Rule 16b-3, that provision shall be deemed
null and void, and in all events the Plan shall be construed in favor of its
meeting the requirements of Rule 16b-3.

                                      * * *

      I hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of General Cigar Holdings, Inc. as of February 24, 1997.

      Executed on this 24th day of February, 1997.


                                                         /s/ A. ROSS WOLLEN
                                                         ------------------
                                                               Secretary


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